OMRON : Corporate Governance Report

June 24, 2022

OMRON Corporation

President and CEO : Yoshihito Yamada Contact: Board of Directors Office [phone] Stock Ticker No.: 6645

URL: https://www.omron.com/global/en/

Corporate Governance Report

I. Basic Policies for Corporate Governance, Capital Structure, Corporate Attributes and other Basic Information

1. Basic Policies

1. Basic Stance for Corporate Governance and Objective of Establishing the Corporate Governance Policies

At the OMRON Corporation and its affiliated companies (hereinafter referred to as the

"OMRON Group"), corporate governance is defined as the system of processes and practices based on the OMRON Principles and the OMRON Management Philosophy. The system is intended to ensure transparency and fairness in business and speed up management decisions and practices. This is done by connecting the entire process from oversight and supervision all the way to business execution in order to boost the OMRON Group's competitive edge. OMRON's corporate governance also involves building such a system and maintaining its proper function. The ultimate objective is to achieve sustainable enhancement of corporate value by earning the support of all stakeholders.

In accordance with this basic stance, the OMRON Group has set forth the following corporate governance policies (hereinafter referred to as the"Policies") as the foundation for the Group's pursuit of continuous improvement of its corporate governance.

＜OMRON Principles＞ Our Mission

To improve lives and contribute to a better society

Our Values

• Innovation Driven by Social Needs

Be a pioneer in creating inspired solutions for the future.

• Challenging Ourselves

Pursue new challenges with passion and courage.

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• Respect for All

Act with integrity and encourage everyone's potential.

＜Management Philosophy＞

We believe a business should create value for society through its key practices.

We are committed to sustainably increasing our long-term value by putting Our Mission and Values into practice.

・We uphold a long-term vision in our business practices to create solutions to society's needs

• We operate as a truly global company through our fair and transparent management practices
• We cultivate strong relationships with all of our stakeholders through responsible engagement

【Reasons for not implementing each principle of the Corporate Governance Code】

The Company implements all of the principles set forth in the Corporate Governance Code, and discloses the implementation status in the OMRON Corporate Governance Policies, etc.

【Disclosure based on each principle set forth in the Corporate Governance Code】

・The Company implements all of the principles set forth in the Corporate Governance Code, and discloses the implementation status in the OMRON Corporate Governance Policies, etc.

・These Policies are available at the OMRON Group Website:

URL: https://www.omron.com/global/en/about/corporate/governance/policy/

・For details regarding the Company's implementation of the principles stated in the Code, please refer to "Corporate Governance Code Implementation Status".

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2. Capital Structure

	Percentage of shares held by overseas investors	More than 30%
Major Shareholders:
	Name		Number of Shares	Percentage
			Held	(%)
	The Master Trust Bank of Japan, Ltd. (trust account)	45,061,800	22.55
	Custody Bank of Japan, Ltd. (trust account )		14,428,600	7.22
	The Bank of Kyoto, Ltd.		7,069,265	3.53
	MUFG Bank.Ltd		5,142,695	2.57
	SSBTC Client Omnibus Account		4,677,673	2.34
	Moxley and Co LLC		4,030,579	2.01
	State Street Bank and Trust Company 505223		4,028,861	2.01
	Nippon Life Insurance Company		3,639,801	1.82
	State Street Bank West Client - Treaty 505234		3,186,341	1.59
	Custody Bank of Japan, Ltd. (securities investment trust	2,932,400	1.46
	account)
	Controlling shareholders (except parent company)	None
	Parent company	None

Supplemental Remarks

1. The percentage of shares is calculated excluding treasury stock.
2. Although the Company holds 6,447 thousand shares of treasury stock (the ratio to a total of shares issued: 3.12%), it is excluded from the above list of major shareholders.
3. On April 1, 2019, Mitsubishi UFJ Financial Group, Inc. filed an amendment to the major shareholding status report, which is open to public, stating that its four group companies held 18,749 thousand shares of the Company (representing 8.76% of the total number of shares issued) as of March 25, 2019. However, the Company has not been able to confirm the number of shares substantially possessed by the four group companies, and therefore these shares are not included in major shareholders stated above.
4. On May 21, 2020, Sumitomo Mitsui Trust Bank, Limited filed an amendment to the major shareholding status report, which is open to public, stating that its two group companies held 14,731 thousand shares of the Company (representing 7.14% of the total number of shares issued) as of May 15, 2020. However, the Company has not been able to confirm the number of shares substantially possessed by the two group companies, and therefore these shares are not included in major shareholders stated above.
5. On July 20, 2020, Nomura Securities Co., Ltd. filed an amendment to the major shareholding status report, which is open to public, stating that its one group company held 16,272 thousand shares of the Company (representing 7.89% of the total number of shares issued) as of July 15, 2020. However, the Company has not been able to confirm the number of shares substantially possessed by the group company, and therefore these shares are not included in major shareholders stated above.

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6. On March 22, 2022, BlackRock Japan Co., Ltd. filed an amendment to the major shareholding status report, which is open to public, stating that its 12 group companies held 16,217 thousand shares of the Company (representing 7.86% of the total number of shares issued) as of March 15, 2022. However, the Company has not been able to confirm the number of shares substantially possessed by the 12 group companies, and therefore these shares are not included in major shareholders stated above.

3. Corporate Attributes

Stock exchange listings	Tokyo Stock Exchange (Prime Market)
Fiscal year end	March 31
Industry	Electrical equipment
（Consolidated）Number of Employees	More than 1,000
（Consolidated）Net Sales	From ¥100 billion to less than ¥1 trillion
Number of consolidated subsidiaries	From 100 to less than 300

4. Policies relating to measures for protecting minority shareholders when conducting transactions etc. with controlling shareholders

None.

5. Other Special Items Exerting a Significant Impact on Corporate Governance

None.

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1. Organizational Structure for Managerial Decision-Making, Execution, Supervision and other Corporate Governance Structure

1. Organizational Structure and Operational Management

Type of Organization	Company with Audit & Supervisory
	Board Members
Board of Directors:
Number of directors stipulated in Articles of	10
Incorporation
Directors' term of office stipulated in Articles of	1 year
Incorporation
Chairperson of Board of Directors	Chairman of the Board
	(unless double as the President)
Number of directors	8
Appointment of Outside Directors	Yes
Number of Outside Directors	3
Number of Outside Directors designated as	3
Independent Director

Relationship with the Company (1) (Updated)

Name

Attribute

Relationship with the Company*

a

b

c

d

e

f

g

h

i

j

k

Mr. Takehiro Kamigama

From another company

△

Ms. Izumi Kobayashi

From another company

Mr. Yoshihisa Suzuki

From another company

△

*Categories for relationship with the Company

*○" when the said individual presently falls or has recently fallen under each of the following categories; "△" when the said individual fell under each of the following categories in the past.

*●" when a close relative of the said individual presently falls or has recently fallen under each of the following categories; "▲" when a close relative of the said individual fell under each of the following categories in the past.

a. Executive of a listed company or its subsidiary

b. Executive or non-executive director of the parent company of a listed company c. Executive of a fellow subsidiary company of a listed company

d. The party who's principal client or supplier is a listed company or executive thereof e. Principal client or supplier of a listed company or executive thereof

f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from a listed company besides compensation as an executive

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